Text #ICANN51

Text #ICANN51 15 October 2014 Independence of Directors – Presentation to Nominating Committee John Jeffrey, General Counsel and Secretary October 17, 2014

Text #ICANN51 ICANN’s Corporate Structure What is a Director’s responsibility? Directors are responsible for the direction of this specific entity created under a legal framework.

Text #ICANN51 ICANN’s Corporate Structure Public Benefit - Non-Profit – Corporation - which is very similar in nature to the concept of a “Public Trust” Availing itself of state and federal laws for entities in California, USA

Text #ICANN51 Board Fiduciary Duties A Director shall perform his/her duties : a) in good faith, b) in the best interests of the organization and c) with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Text #ICANN51 Five Legal Standards Director’s legal standard is generally understood to embrace four duties: (a) Care, (b) Inquiry, (c) Loyalty, and, (d) Prudent investment. Also, Directors have an affirmative personal obligation to avoid conflicts of interest.

Text #ICANN51 Duty of Care The seriousness which each Director brings to his or her responsibilities such as gaining and maintaining familiarity with: (a) The business objectives of the organization, (b) important business considerations, and (c) relevant industry information.

Text #ICANN51 Duty of Inquiry Take steps necessary: a) to be sufficiently informed to make decisions on behalf of the organization, and b) to participate in the Board of Directors’ activities.

Text #ICANN51 Duty of Loyalty Generally involving the protection of the organization’s interests in the following areas: (a) business, properties, assets, employees and legal rights (b) avoiding of conflicts of interest or self-dealing, and

Text #ICANN51 Duty of Loyalty (continued) (c) serving the interests of the organization (d) not the interests of any other person or group (e) not the interests of a constituency of the organization (SO or AC) which caused the Director to be selected

Text #ICANN51 Duty of Prudent Investment When acting in the management of the organization’s investments: to avoid speculation, and to comply with any applicable standards in the organization’s Articles, Bylaws.

Text #ICANN51 Conflicts of Interest The ICANN Bylaws require a conflicts of interest policy applicable to the Board of Directors. The basic elements of that policy have been elaborated in the Conflicts of Interest Policy. The Conflicts of Interest Policy is at ard/governance/coi ard/governance/coi

Text #ICANN51 Confidentiality Directors receive confidential information including (but not limited to): personnel information, attorney-client and privileged information and business information from contracting parties. Where possible, such information will be marked “confidential” – but not always.

Text #ICANN51 Confidentiality (continued) Directors apply judgment to any materials or information received in Board role. Directors have a affirmative legal and ethical obligation to maintain confidentiality for this information.